IN THE MATTER OF A2Z USA, INC., STEVE JOHN MORAN,

ROBIN J. MCPHERSON, THOMAS LANDON CROFT,

MARK MARADEI, EZRA MAXWELL GARDNER, AND

WALT BILLS

Settlement Agreement

[para 1]
1. The following settlement of issues has been reached between all of the Respondents listed above, except for Thomas Landon Croft and Ezra Maxwell Gardner, (the “Respondents”) and the Executive Director.

Agreed Statement of Facts

[para 2]
2. As the basis for the undertakings and orders referred to in paragraphs 4 and 5 of this settlement, the Respondents acknowledge the following facts as correct:

2.1 A2Z USA, Inc. (“A2Z”) is a corporation created under the laws of the State of Nevada and registered as an extraprovincial company under the Company Act, R.S.B.C. 1996, c. 62.

2.2 According to the records of the Registrar of Companies, the directors and officers of A2Z are Steve John Moran (“Moran”), Ezra Maxwell Gardner (“Gardner”), and Walt Bills (“Bills”).

2.3 A2Z operated a telemarketing business that traded in securities, and had its place of business in British Columbia located at the 22nd Floor, 1050 West Pender Street, in the City of Vancouver.

2.4 A2Z traded in the securities of various limited liability companies. It contacted persons in order to sell them an interest in a limited liability company, which was to carry on the business of selling retail consumer or business goods on a “virtual shopping mall” located on the Internet Web site of A2Z.

2.5 A2Z also traded in securities of its own issue. It contacted persons in British Columbia and elsewhere in order to sell its securities.

2.6 Thomas Landon Croft (“Croft”) was the Sales Manager for the Vancouver office of A2Z and he resided in Delta, British Columbia.

2.7 Robin J. McPherson (“McPherson”) was the Director of Global Expansion of A2Z and he resided in San Diego California and in Vancouver, British Columbia.

2.8 Mark Maradei (“Maradei”) was the General Sales Manager of A2Z.

2.9 Moran was the Chief Executive Officer and Secretary of A2Z and resided in San Diego, California.

2.10 Gardner was a director of A2Z and resided in Rancho Santa Fe, California.

2.11 Bills was the President of A2Z resided in Las Vegas, Nevada.

2.12 None of the Respondents, nor Croft or Gardner, nor any of the employees working for A2Z, possessed any registration under the Securities Act, R.S.B.C 1996, c. 418 (the “Act”) to trade or advise in securities.

2.13 A2Z has not filed a preliminary prospectus or prospectus with the Commission.

2.14 The Respondents traded in securities without registration under the Act in breach of section 34 of the Act.

2.15 The Respondents have distributed securities without a prospectus in breach of section 61 of the Act.

2.16 The Respondents have contacted persons, or have directed or engaged other persons to contact persons in British Columbia by telephone, for the purpose of trading in securities, in breach of section 49 of the Act.

Mitigating Factors

[para 3]
3. The Executive Director has taken into account the following facts as factors mitigating the sanctions which would otherwise have applied in the public interest:

3.1 The Respondents left the jurisdiction upon the imposition of a Temporary Order in this matter and do not intend to return to British Columbia.